The Lair of Sarkt

burst through the skin that forms atop the fl uid and befoul the air. The fl oors and walls are streaked with dark stains. A dozen thralls wearing masks stir the fetid tanks or add matter to the stew. Mind fl ayers derive vital psychic and physiological sustenance from consuming brains, but their bodies also need larger quantities of “normal” nutrition to survive. Some of this comes in the form of meat no different from what a human or dwarf would eat. Most of it is ingested in the form of a nutrient soup fermented in these vats. Proteins in many forms are added to the tanks, then siphoned off for consumption when “ripe.” Mind fl ayers derive pleasure only from eating brains. All other consumption serves to keep the body functioning and healthy but it is not a source of enjoyment. If a character dares to eat “illithid stew,” he must make a DC 14 Fortitude save or be nauseated for 10 minutes.

Temple of Ilsensine

The far end of this long, gently curving hall features an idol of a massive, disembodied, fl oating brain trailing long ganglia.

The stone tendrils twine across the fl oor in confused knots before separating at regular intervals into rising columns that seem to writhe toward the ceiling. Braziers of incense fi ll the air with a scent of spices so cloying it overwhelms the lungs and stings the eyes. This carved image of Ilsensine is believed by mind fl ayers to be a very good likeness and approximately life-size. Since illithids don’t truly worship the deity, they wander in only as the mood strikes them to make sacrifi ces or request boons. Chambers attached to the central temple house the fi ve clerics and seven acolytes that serve the god. These clerical mind fl ayers seldom leave the temple sector. On rare occasions, they conduct processions through the central plaza or to extract their pick of the thralls and captives from the pit for unknown purposes. Sometimes they move silently through the community on unknown errands. Their purposes and accomplishments are not well understood by other mind fl ayers, but the elder brain sanctions everything they do, so their activities are not questioned. These servants of Ilsensine have no cleric levels at all. Two are sorcerers; the others are simply normal mind fl ayers trained in the lore of Ilsensine, choosing ranks in Knowledge (religion) in preference to other fi elds of learning.

Bir thing Pods

Ceremorphosis is not an easy process. The body suffers fi ts of madness, delirium, terrible convulsions, and worse as the brain is slowly devoured. When a tadpole is implanted into a host body, it is brought to this moss-lined chamber to complete the week-long transformation. At least one mature illithid and one or two thralls watch over the twitching, convulsing body to prevent it from injuring itself and to occasionally wash the fi lth from its body when it momentarily stops thrashing. Mind fl ayer “births” are rare, so most of the time, these chambers are empty. They could be used for more than one ceremorphosing tadpole at one time, but that seldom happens.

T he Pool of the Elder Brain

The elder brain lives in a pool that dominates the center of the chamber. The pool is about 10 feet deep and 50 feet in diameter, surrounded by a wide lip intricately carved with images and

Qualith inscriptions. The liquid in the pool is dark, swirling, and foul smelling. Countless small shapes (illithid tadpoles) swim to and fro in the murk. At the bottom of the pool, the formless mass of the elder brain stirs listlessly, seen more as a shadow than a discernible shape. Mind fl ayers regard the protection of the elder brain against direct attack (mainly from githyanki and githzerai, their most implacable foes) as the most important duty of the sept. Unlike other chambers in Hidden Lagurno, the pool of the elder brain is protected by a large, sturdy door that is kept barred and psionically sealed from the inside. Anywhere from three to fi ve mind fl ayers are constantly in attendance in this chamber, minding the pool and ready to respond to any request the elder brain might make. Normally, only mind fl ayers are permitted to enter, but on rare occasions, the elder brain indicates that particularly interesting captives should be brought before it for inspection and questioning. The room is guarded by carefully renewed dimensional lock and screen spells, designed to prevent sudden teleportation assaults or spying on the chamber. The elder brain itself is far from defenseless, of course. Its terrible spells and psionic powers can quickly scour its chamber clean of life, if need be.

But it is essentially immobile, unable to leave the confi nes of its pool, and its survival depends on the mind fl ayers that serve it.

T HE L AIR OF SARK T

Sarkt is an illithid sorcerer. It was cast out of its community for its heretical studies (Sarkt was, in fact, lucky to escape alive). It didn’t take the cunning creature long to pick up a few thralls and fi nd a new place to live, safe from the murderous intentions of its comrades. Sarkt dwells in the subterranean ruins of an ancient, abandoned shrine to Blibdoolpoolp, the crustacean-headed deity of the kuo-toas. This shrine lies on the fringe of a region controlled by the kuo-toas, but since Sarkt’s arrival, the fi shmen avoid the area. A few unfortunate kuo-toas now serve Sarkt as thralls and maintain the illusion that the shrine still serves Blibdoolpoolp.

1. TUNNELS

Three major passages converge here. A broad but short avenue off the intersection leads to the tumbled-down edifi ce of a once-

impressive shrine, while narrow side passages stretch off into the unknown darkness.

The shrine lies near the intersection of three signifi cant passages and several smaller ones. Such intersections have great importance underground, since travel is limited to passages—cutting “cross country” is not possible. Kuo-toa hunters, grimlock raiders, duergar, and surface traders use these passages. Many of them have no inkling that a mind fl ayer refugee lives in the old shrine.

2. FAÇADE (EL 4)

At one time, this façade would have been imposing. It combines classical architectural elements, such as columns and arches, with fl utings and curves suggestive of monstrous oysters or other shellfi sh. Much of this beautiful stonework is now tumbled down. Cut stones as tall as a man lie scattered across the broken fl agstones of the former plaza, where pools of dripwater stagnate. A fl ight of broad, moss-covered stone steps leads up to the entrance, a set of bronze doors green with age. Two green-silver humanoids with slick, scaly hides, webbed hands and feet, and big, goggling eyes are trapping small creatures in the moss and pools here.

The shrine itself is part natural cavern, part excavation. The doors open easily enough, despite their size and age. Their locks and bars have long since decayed into uselessness, but they can be partially held shut by a large stone dragged into place behind them (DC 18 Strength check to force open). Currently, the doors are not blocked. The kuo-toa thralls catch lizards or collect moss here. They attempt to avoid strangers, especially strangers carrying bright lights, by withdrawing into the temple, closing the door, and dragging the stone into place.

Kuo-toa (2): hp 11 each; Monster Manual page 163. The kuo-toas fi ght with shortspears and adhesive shields if attacked, seeking to withdraw into the temple at the fi rst opportunity. If escape is blocked, they fi ght to the death.

3. M AIN VESTIBULE (EL 3 TO 9)

The fi rst room inside the shrine is a large, dilapidated vestibule. Its walls are covered with chipped, stained friezes portraying signifi cant events in the mythology of Blibdoolpoolp. A heavy curtain hangs across a doorway in the eastern wall, and a door cracked open a foot or so leads to the south.

Without a working knowledge of Blibdoolpoolp’s theology, the meaning behind the carvings is hard to discern. Looking at them intently for more than a few minutes is unsettling to sane characters; despite their poor condition, the carvings portray Blibdoolpoolp’s insanity forcefully.

The kuo-toa clerics that formerly maintained this shrine concealed a glyph of warding in the carvings. Anyone who actually studies them (makes a Decipher Script, Knowledge, or Search check, or spends 1 minute or more in close scrutiny) triggers the glyph. The glyph (DC 28 Search check to fi nd, DC 28 Disable Device check to disable) is a spell glyph, which casts bestow curse (DC 14 Will save) on the reader. The curse imposes a horrible sense of dislocation and alienation, resulting in a –4 penalty on attack rolls, saves, ability checks, and skill checks. If any fi ghting or loud noise (such as the door from area 2 being forced open with a Strength check) takes place in this room, Sarkt’s prized pets—a pair of intellect devourers—emerge from area 4 to investigate. (If you do not use psionic monsters in your campaign, substitute a single spirit naga for the two intellect devourers.)

Intellect Devourer (2): CR 7; Small aberration (evil); HD 6d8+15; hp 41, 37; Init +5; Spd 40 ft.; AC 21, touch 16, fl at-footed 16; Base Atk +4; Grp +1; Atk +10 melee (1d3+1, claw); Full Atk +10 melee (1d3+1, 4 claws); SA body thief, psi-like abilities; SQ blindsight 60 ft., damage reduction 10/adamantine, immunity to fi re, power resistance 23, resistance to electricity 15, vulnerability to protection from evil; AL CE; SV Fort +4, Ref +7, Will +6; Str 13, Dex 21, Con 15, Int 12, Wis 12, Cha 14.

Skills and Feats: Bluff +15, Concentration +11 (+15 when manifesting defensively), Hide +14, Listen +14, Move Silently +16; Combat Manifestation, Up the Walls, Weapon Finesse, Wild Talent.

Language: Common.

Body Thief (Su): As a full-round action, an intellect devourer can merge its form with a dead or helpless creature, psionically consuming the brain and reanimating the body. This resembles a polymorph spell used to assume the victim’s form.

Psi-Like Abilities: At will—cloud mind, compression, detect psionics, ego whip (2d4 Cha, DC 16), empty mind (+5 on Will saves), id insinuation (three targets, DC 16); 3/day—body adjustment (2d12 hp), intellect fortress, painful strike. Manifester level 7th.

Vulnerability to Protection from Evil (Ex): An intellect devourer is treated as a summoned creature when affected by protection from evil.

Sarkt has trained these intellect devourers for physical and psychic combat since they were quite young, and they have the Weapon Finesse feat instead of the Toughness feat. The intellect devourers coordinate their attacks, attempting to confuse as many foes as possible with a pair of id insinuation attacks. Whichever devourer makes a more effective opening attack continues to concentrate, keeping its victims confused, while the other devourer leaps into melee and tears apart any victims who are not confused. Despite the fact that the kuo-toas in area 5 can easily hear any fi ght in here, they do not investigate. Sarkt gave them orders to guard the rotunda, and thralls show little initiative in interpreting their commands.

4. CLOAKROOM (EL 0 OR 9)

This small room once served as a cloakroom for the temple; bronze hooks still hang on the walls, and low stone benches ring the chamber. Small heaps of rubbish, nestlike mounds of moss and debris, and the strong smell of rotting meat fi ll the room now.

This room adjoining the vestibule was originally used by the clerics of Blibdoolpoolp as a place to discuss matters of business to the shrine. The two intellect devourers now make their lair in this room. The kuo-toa thralls bring them food regularly, so the creatures always keep aware of any comings and goings through the temple in case there’s food involved. They have become accustomed to the thralls and don’t bother them. They attack any other creatures entering the shrine. If the PCs did not encounter the intellect devourers in area 3, they meet the creatures here. Sarkt allows the devourers to keep some of the baubles from their victims. This amounts to 180 cp, 540 sp, 230 gp, a blue quartz (10 gp), a moonstone (50 gp), and a rotted fur mantle with a black pearl sewn into a concealed pocket (500 gp).

5. ROTUNDA (EL 7 TO 8)

This domed chamber seems to have been a shrine to Blibdoolpoolp. Its multicolored mosaic fl oor is chipped, stained, and blanketed by moss and slime in many places. The lurid painting that decorated the ceiling is in even worse shape. It’s impossible to discern what it once portrayed through the cracks, moisture stains, and dripping water. Eight alcoves in the walls each hold odd-looking statues of green stone in various poses. All seem to be human nudes, but the arms and heads have been broken off, and dark round objects set in the place where the heads used to be. Three old bronze doors lead from this chamber, spaced equally along the curving wall. Several kuo-toa warriors wait here, armed with spears and shields.

This room was formerly a shrine to the kuo-toa deity Blibdoolpoolp, the heart of the temple complex. The doors appear heavy and corroded, but they open easily enough; Sarkt has had its thralls repair them. A kuo-toa cleric and two average kuo-toas stand guard here. If the PCs allowed the kuo-toas from area 2 to escape, they are here as well. The cleric hangs back for 2 rounds and casts a spell to ready itself for combat (divine favor or shield of faith) and an attack spell against an intruder. Then it joins the melee, hoping to catch a spellcaster in its pincer staff.

Three rounds after a fi ght begins, the kuo-toas receive reinforcements from area 7: another kuo-toa and a troll.

Kuo-toa (2 to 4): hp 11 each; Monster Manual page 163.

Jozan encounters Sarkt’s intellect devourer pets

Kuo-toa Cleric 5 of Blibdoolpoolp: CR 7; Medium monstrous humanoid (aquatic); HD 7d8+21; hp 52; Init +1; Spd 20 ft., swim 50 ft.; AC 21, touch 11, fl at-footed 20; Base Atk +5; Grp +8; Atk +9 melee (1d10+5, +1 pincer staff); Full Atk +9 melee (1d10+5, +1 pincer staff) and +4 melee (1d4, bite); SA pincer staff, rebuke undead 2/day (–1, 2d6+4, 5th); SQ amphibious, immunity to poison and paralysis, keen sight, light blindness, resistance to electricity 10, slippery; AL NE; SV Fort +9, Ref +5, Will +11; Str 16, Dex 12, Con 16, Int 10, Wis 19, Cha 8.

Skills and Feats: Concentration +8 (+12 casting defensively), Escape Artist +9, Hide +2, Knowledge (religion) +3, Listen +10, Move Silently +2, Search +4, Spellcraft, Spot +14, Swim +11; AlertnessB, Combat Casting, Exotic Weapon Profi ciency (pincer staff ), Great Fortitude.

Languages: Kuo-Toan, Undercommon, Aquan.

Amphibious (Ex): Although kuo-toas breathe by means of gills, they can survive indefi nitely on land.

Keen Sight (Ex): Kuo-toas can spot moving creatures even if they are invisible or ethereal.

Light Blindness (Ex): Abrupt exposure to bright light (sunlight or a daylight spell) blinds kuo-toas for 1 round. On subsequent rounds, they are dazzled while operating in bright light.

Pincer Staff: See the kuo-toa description, page 164 of the Monster Manual. Slippery (Ex): All kuo-toas secrete an oily fi lm that makes them diffi cult to grapple or snare. Webs, magical or otherwise, don’t affect kuo-toas, and they can wriggle free from most other forms of confi nement. Cleric Spells Prepared (caster level 5th): 0 —create water, cure minor wounds, detect magic, guidance, resistance; 1st—cure light wounds, divine favor, doom (DC 15), protection from goodDE , shield of faith; 2nd—cure moderate wounds, hold person (DC 16), lesser restoration, shatterD (DC 16); 3rd—blindness/deafness (DC 17), contagionDE (DC 17), cure serious wounds. D: Domain spell. Domains: Destruction (smite 1/day, +4 on attack, +5 on damage) and Evil (cast evil spells [E] at +1 caster level).

Possessions: +1 studded leather armor, +1 pincer staff.

6. STATUARY

Eight niches in the walls around the rotunda contain statues. All are of human females, but their hands and heads are broken off and lie smashed on the fl oor. Seven of the statues’ stone heads have been replaced with the severed heads of various humanoids— several humans, a drow, a duergar, an elf, and a githyanki.

Originally these statues represented the lobster-headed form of the kuo-toa deity. In every case, the original carving was

Illus. by D. Scott

broken off, leaving only an uneven neck stump. A cursory examination of the broken statuary on the fl oor reveals that the missing heads and hands were not remotely humanoid in form—instead the statues featured lobsterlike claws, feelers, and mandibles. As soon as someone views the statues closely (within 10 feet), they notice that the back of each humanoid head has a gaping hole. These seven heads are from seven victims whose brains were especially pleasing when Sarkt devoured them. One place of honor remains unfi lled. If Sarkt encounters multiple brains that outshine those already enshrined, it simply replaces one of the former trophies. If any characters were slain by Sarkt in an earlier encounter, the PCs fi nd their comrades’ heads here.

7. THR ALLS’ QUARTERS (EL 6 OR 0)

These squalid rooms appear to be living quarters, but they contain little in the way of creature comforts and no personal possessions at all. Piles of sodden and broken junk are jumbled throughout the room.

This room might have served an important function under the kuo-toa priests. It is now clogged with jumbled paraphernalia, much of it taken from slain adventurers, drow, duergar, and kuo-toas. None of it was particularly valuable to begin with. Years of exposure to moisture and mildew have ruined most of it. With a few minutes of poking through the junk and a DC 15 Search check, determined salvagers can turn up masterwork scale mail, a masterwork dagger, and a pouch containing 44 sp and 18 gp.

10. CHOIR

This chamber is irregularly shaped but seems to have been carved that way purposefully. It is clean and dry, unlike the rest of the shrine. Randomly spaced around the walls are several holes that are big enough for a strong man to insert his arm up to the shoulder. These tubes extend to an unknown distance.

Sarkt has seven thralls: fi ve kuo-toas, a kuo-toa cleric, a troll, and the elf Oristel. The kuo-toas do most of the menial work and keep up appearances (such as they are) around the lair, in an effort to maintain the illusion that this is nothing more than a dilapidated shrine to Blibdoolpoolp. Oristel the elf is Sarkt’s personal servant, accompanying the master wherever it goes—except into Sarkt’s true sanctum—unless ordered to wait elsewhere. At the moment, the kuo-toa cleric and four of the kuo-toas are engaged in guarding or foraging in areas 2 or 5. One kuotoa and the troll remain in these quarters, awaiting orders. If they hear fi ghting in area 5, they go to join the fi ght there. Otherwise they attack any intruders who enter this room. Any PCs captured by the mind fl ayer’s domination power are assigned a pallet in these rooms (presuming they’re not eaten right away).

Kuo-toa: hp 11; Monster Manual page 163.

Troll: hp 63; Monster Manual page 247.

8. THE POOL

The walls of this chamber are natural stone with no paint or plaster. They have been scored everywhere with grooves about the size of fi nger marks. The fl oor slopes downward ver y gently toward the center, where it drops into a circular, bowl-shaped, stone-lined depression 15 feet in diameter and 5 feet deep at its center. Moisture condenses onto the cool walls of the chamber, trickles to the fl oor, and collects in the pool.

Every kuo-toan shrine or temple includes a pool of water that serves both ceremonial and practical purposes. Because illithids need to keep their skin moist, they bathe regularly. Keeping the pool clean for Sarkt’s daily visits is one of the thralls’ chief duties. When this structure was a shrine, this chamber served a vital purpose. It was shaped to be an acoustic resonator. Sounds in this room are amplifi ed and channeled through much smaller, harmonic tubes cut through the stone and leading back to the rotunda. These tubes extend to an unknown distance. Those sounds boom into the rotunda, seeming to come from the surrounding rock itself. The intent was not to trick worshipers into thinking they were hearing the voices of deities but to make the priests’ sermons more impressive. Sarkt maintains the chamber in working order because its function amuses the mind fl ayer. It sometimes addresses its thralls through this system, haranguing them for hours on the superiority of the illithid race and their good fortune to have become thralls.

11. SARK T’S TROPH Y ROOM

Chests and urns are arranged in clear order around the walls of this chamber. Several more stand in the middle of the fl oor.

This room contains items that Sarkt fi nds interesting, attractive, or potentially useful, but that do not have immediate use or require immediate analysis. The chamber is kept reasonably well ordered, unlike area 9. A jeweled velvet mask worth 340 gp hangs on one wall, and a masterwork trident hangs on the opposite wall. A silver plate worth 400 gp is displayed nearby. The most interesting and valuable piece (assuming one could fi nd a buyer for it) is a small golden idol of Blibdoolpoolp with aquamarine eyes and platinum pincers, worth 1,700 gp. The door connecting this chamber to room 12 is locked with two locks (DC 25 and 35 Open Lock checks to open). Sarkt carries the only keys.

12. SARK T’S LIVING CHAMBER (EL 7)

This dimly lit chamber contains a bed of soft moss, a variety of attractive artwork, a chair, a desk covered with writing material, several objects made of bone and skin best left unidentifi ed, chests of clothing, and all the other trappings of an owner who appreciates creature comforts. A male elf is listlessly tidying up. Anyone setting foot in the room is subject to the effect of a resonance stone (see below). The elf, Oristel, has succeeded on his save against the stone, and is not affected by it. Oristel is Sarkt’s personal thrall. As soon as he notices anyone enter the room, he shrieks a warning and attacks. If Sarkt wasn’t alerted to the intruders before, it will be when the elf screams. (Sarkt won’t come to Oristel’s assistance, but it certainly begins preparing for an attack in its hidden sanctum.) Suspended from the ceiling at the center of the room is a human skull with what looks like a lump of amber in its jaws. The lump of amber is a resonance stone of despair (see Resonance Stone, above). Anyone approaching within 30 feet of the stone must make a DC 16 Will save or be affected. Sarkt is virtually immune to the stone’s effect due to his spell resistance and high Will save, but the illithid fi nds it very useful when dealing with kuo-toa thralls. A water-fi lled chest holds Sarkt’s dampsuit, a specially constructed, slick leather bodysuit that keeps the mind fl ayer’s skin moist and mucous layer intact when it ventures away from its sanctuary for extended periods. In the same chest is a pair of dark goggles Sarkt uses to protect its eyes from the glare of light. Cubbyholes above the desk contain several scrolls: arcane eye, charm person, major image, nondetection, reduce person, summon swarm, and transmute rock to mud. Oristel: Male elf rogue 6; CR 6; Medium humanoid; HD 6d6+6; hp 30; Init +8; Spd 30 ft.; AC 18, touch 14, fl at-footed 14; Base Atk +4; Grp +5; Atk +9 melee (1d6+1/18–20, masterwork rapier); Full Atk +7 melee (1d6+1/18–20, masterwork rapier) and +7 melee (1d4/19–20, masterwork dagger); SA sneak attack +3d6; SQ elf traits, evasion, low-light vision, trapfi nding, trap sense +2, uncanny dodge; AL CG; SV Fort +3, Ref +9, Will +1 (+3 against enchantments); Str 13, Dex 18, Con 12, Int 12, Wis 8, Cha 10. Skills and Feats: Balance +6, Bluff +9, Diplomacy +2, Disable

Device +10, Disguise +0 (+2 acting), Hide +13, Intimidate +2,

Jump +3, Listen +1, Move Silently +13, Open Lock +13, Search +12, Spot +10, Tumble +13, Use Magic Device +9; Improved

Initiative, Two-Weapon Fighting, Weapon Finesse. Languages: Elven, Common, Undercommon. Sneak Attack (Ex): Oristel deals an extra 3d6 points of damage on any successful attack against fl at-footed or fl anked targets, or against a target that has been denied its Dexterity bonus for any reason. This damage also applies to ranged attacks against targets up to 30 feet away. Creatures with concealment, creatures without discernible anatomies, and creatures immune to extra damage from critical hits are all immune to sneak at tacks. Or istel ca n choose to deliver nonlethal damage with his sneak attack, but only when using a weapon designed for that purpose, such as a sap (blackjack). Elf Traits: Elves have immunity to magic sleep effects. An elf who merely passes within 5 feet of a secret or concealed door is entitled to a Search check as if he were actively looking for it. Evasion (Ex): If Oristel is exposed to any effect that normally allows him to attempt a Refl ex save for half damage, he takes no damage with a successful saving throw. Trapfi nding (Ex): Oristel can fi nd, disarm, or bypass traps with a DC of 20 or higher. He can use the Search skill to fi nd, and the Disable Device skill to disarm, Sarkt the illithid sorcerer magic traps (DC 25 + the level of the spell used to create it). If his

Disable Device result exceeds the trap’s DC by 10 or more, he discovers how to bypass the trap without triggering or disarming it. Uncanny Dodge (Ex): Oristel retains his Dexterity bonus to

Armor Class even when fl at-footed or targeted by an unseen foe (he still loses his Dexterity bonus if paralyzed or otherwise immobile). Possessions: +2 leather armor, masterwork rapier, masterwork dagger.

Illus. by J. Nelson

This chamber is lined with shelves and tables. All are loaded with books, papers, beakers, skulls, and countless containers of unidentifi able exotica, including herbs, animal parts, stones of odd shapes and colors, broken glass, powders, ointments, and foul-smelling liquids.

The room presents the perfect image of what most people expect a wizard’s or sorcerer’s study to look like. A DC 15 Knowledge (arcana) check reveals that the “material components” are stale, spoiled, have no magical properties, or are simply not what the labels claim them to be. Most of the books and scrolls are of little value to a spellcaster, being tracts on philosophy, history, or magical theory. The few that do contain practical knowledge are worm-eaten or mildewed to the point of illegibility. Sarkt constructed this room to look like its study, in case the kuo-toas it preys on or the illithids that drove it from its home ever tracked the fugitive here. It hopes that creatures unsophisticated in the ways of magic will be fooled into thinking that they have found Sarkt’s sanctum and be satisfi ed by destroying it. Behind a bookcase is a secret door in a section of wall that has been patched to match the natural stone that lines the rest of the chamber (DC 25 Search check to fi nd). The bookcase is mounted on hidden casters that allow it to be rolled aside easily, allowing access to the secret door.

14. SARK T’S SANCTUM (EL 10)

This roughly star-shaped chamber contains a table, a stool, odd writing implements such as four-tipped styluses and sheets of parchment, and many books and scrolls. This is Sarkt’s true sanctum, where the mind fl ayer stores its most precious magical tomes, treasures, and devices. Upon fi rst exploring the shrine, Sarkt discovered this chamber and was intrigued by the odd shape. Sarkt does not know why the kuo-toas excavated this room in the shape of a star, and neither did any of the kuo-toa clerics it enslaved. The room’s original purpose is lost to everyone. After moving in, Sarkt devised the secret door and the false sanctum to divert any potential attackers. Sarkt spends most of its time here. Naturally, it seeks to immediately slay any uninvited strangers who suddenly drop in. If warned by any outcry from Oristel in the room above, Sarkt casts mage armor and invisibility and awaits the intruders. Sarkt is even less inclined toward melee combat than the average mind fl ayer. If it begins the encounter invisible, it maneuvers into a place from which it can stun as many creatures as possible before unleashing its mind blast. It saves its last invisibility spell for escape in case the fi ght goes badly. Various coffers and urns in this room contain 2,200 sp, 1,100 gp, and 45 pp; a gold-inlaid drow skull worth 2,000 gp; and an ivory and silver snuff box (200 gp) containing dust of disappearance.

Sarkt: Mind fl ayer sorcerer 4; CR 10; Medium aberration; HD 8d8+24 plus 4d4+12; hp 80; Init +8; Spd 30 ft.; AC 23, touch 16, fl at-footed 19; Base Atk +8; Grp +8; Atk +12 melee (1d4, tentacle); Full Atk +10 melee (1d4, 4 tentacles); SA extract, improved grab, mind blast, psionics; SQ darkvision 60 ft., spell resistance 25, telepathy 100 ft; AL LE; SV Fort +6, Ref +7, Will +13; Str 10, Dex 18, Con 16, Int 18, Wis 16, Cha 21.

Skills and Feats: Bluff +11, Concentration +18 (+22 casting defensively), Craft (alchemy) +8, Diplomacy +14, Disguise +5 (+7 acting in character), Hide +10, Intimidate +12, Knowledge (arcana) +13, Knowledge (dungeoneering) +8, Knowledge (the planes) +10, Listen +8, Move Silently +10, Sense Motive +8, Spellcraft +10, Spot +11, Survival +3 (+5 other planes); Craft Wondrous Item, Combat Casting, Improved Initiative, Spell Penetration, Weapon Finesse.

Languages: Undercommon, Qualith, Abyssal, Aquan, Common, Draconic.

Extract (Ex): A mind fl ayer that begins its turn with all four tentacles attached and that makes a successful grapple check automatically extracts the opponent’s brain, instantly killing that creature. This power is useless against constructs, elementals, oozes, plants, and undead. It is not instantly fatal to foes with multiple heads.

Improved Grab (Ex): To use this ability, a mind fl ayer must hit a Small, Medium, or Large creature with its tentacle attack. It can then attempt to start a grapple as a free action without provoking attacks of opportunity. If it wins the grapple check, it establishes a hold and attaches the tentacle to the opponent’s head. If a mind fl ayer begins its turn with at least one tentacle attached, it can try to attach its remaining tentacles with a single grapple check. The opponent can escape with a single successful grapple check or an Escape Artist check, but the mind fl ayer gets a +2 circumstance bonus for every tentacle that was attached at the beginning of the opponent’s turn.

Mind Blast (Sp): This psionic attack is a cone 60 feet long. Those caught in the cone must succeed on a DC 19 Will save or be stunned for 3d4 rounds. This ability is the equivalent of a 4th-level spell.

Psionics (Sp): At will—charm monster (DC 19), detect thoughts (DC 17), levitate, plane shift, suggestion (DC 18). Caster level 8th.

Sorcerer Spells Known (6/8/4 per day; caster level 4th): 0—acid splash (+12 ranged touch), daze (DC 15), detect magic, disrupt undead (+12 ranged touch), ghost sound (DC 15, if interacted with), read magic; 1st—mage armor, magic missile, silent image (DC 16, if interacted with); 2nd—invisibility.

Possessions: ring of protection +2, potion of cure moderate wounds, scroll of web, wand of darkness (12 charges).